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WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND OF OTHER APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT. 9.2 Force Maieure. Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, or any other cause beyond its reasonable control. ARTICLE X TERM AND TERMINATION 10.1 Termination. The License granted herein shall remain in effect perpetually unless terminated as provided for in Sections 10.2 or 10.3 herein. 10.2 Breach. Licensor may terminate this Agreement and the License, without prejudice to any other remedy Licensor may have, immediately without further obligation to City, in the event of (i) any breach by City of Articles 2, 5 or 6 of this Agreement which cannot be remedied within ten (10) days of Licensor's notice to City of the breach and Licensor's intent to terminate the License; (ii) any material breach of Sections other than those set forth above which cannot be remedied within thirty (30) days of Licensor's notice to City of the breach and Licensor's intent to terminate the License; or (iii) City's making an assignment for the benefit of its creditors, the filing under any voluntary bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import in connection with City, or the appointment of a trustee or receiver for City or its property. 10.3 Remedv. City may terminate the License, without prejudice to any other remedy City may have, in the event of any material breach of this Agreement which is not remedied within thirty (30) days of City's notice to Licensor of the breach and City's intent to terminate the License. Termination shall not relieve City's obligation to pay all amounts which are due and payable or which City has agreed to pay. 10.4 Cessation of Use. Upon termination of this Agreement, City shall cease using the Software and Documentation and promptly return all copies of the Software, Documentation and all other Confidential Information in its possession or control. City shall delete all copies of such materials residing in on or off-line computer memory, and destroy all copies of such materials which also incorporate City's Confidential Information. Licensor shall be entitled to enter the Location(s) to repossess and remove the Software, Documentation, and any other Confidential Information. City shall, within five (5) days from the effective date of the termination, certify in writing by an officer or director of the party that all copies of the Software and Documentation have been returned, deleted and destroyed. IN